Voluntary Submissions by Issuers and Obligated Persons Instructions for Account Creation, Agent
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EMMA – Electronic Municipal Market Access The Official Source for Municipal Disclosures and Market Data Voluntary Submissions by Issuers and Obligated Persons Instructions for Account Creation, Agent Designation and Disclosure Submission May 2011 emma.msrb.org EMMA Overview EMMA is the official repository for municipal market disclosures, including primary market and continuing disclosures The MSRB supports timely and complete disclosures by issuers and obligated persons Over the last 18 months, the MSRB has made a number of enhancements to EMMA to facilitate investor access to information and allow issuers to communicate information to the municipal market emma.msrb.org | 2 Introduction MSRB is working to make EMMA a robust transparency tool for issuers and investors EMMA’s expanded scope now includes primary market documents submitted on a voluntary basis by issuers and their agents Issuers will be able to provide key information to the municipal market at different stages in the life of a bond Issuers can use EMMA to communicate a more complete picture to investors and potential investors emma.msrb.org | 3 Webinar Topics How to set up and maintain an Organization Account How an issuer can designate an agent How to submit voluntary financial disclosure information about: Timing of annual financial filings (120/150 days) Financial accounting method (GAAP-GASB/FASB) URL for additional financial or operating data How to submit a voluntary preliminary official statement or other pre-sale document, official statement, advance refunding document or 529 plan disclosure document emma.msrb.org | 4 Voluntary Nature of Submissions The issuer and obligated person submissions discussed in this webinar are voluntary The MSRB has no jurisdiction over issuers or obligated persons and will not monitor timelines or content of voluntary submissions emma.msrb.org | 55 ORGANIZATION ACCOUNTS emma.msrb.org | 6 What Is an Organization Account? An organization account is a Gateway account type available to all members of an organization. There are individual user accounts within the organization. A submission made by one user can be shared by all users within the organization. emma.msrb.org | 7 Organization Account Organization Accounts are established to: Enable issuers to make voluntary submissions starting on May 23, 2011 Bring all users in an organization together under one MSRB account Only Organization Accounts can be used to make voluntary submissions. An Organization Account does not replace an existing MSRB account for continuing disclosure document submissions (“continuing disclosure account”). emma.msrb.org | 8 Who Can Submit What Voluntary Financial Information Voluntary PM Documents Issuers Obligors Agents of issuers and obligors Issuers Agents of issuers emma.msrb.org | 9 Organization Account Voluntary financial information can be submitted by issuers and obligated persons Timing of annual financial filings (120/150 days) Financial account method (GAAP-GASB/FASB) URL for additional financial or operating data Voluntary primary market documents can be submitted by issuers only Preliminary official statements and other pre-sale info. Official statements, advance refunding documents, 529 plan disclosure documents Issuers and obligated persons can designate an agent to make submissions on their behalf emma.msrb.org | 10 Setting Up an Organization Account Go to www.msrb.org Click on MSRB for …. “Issuers” emma.msrb.org | 11 Organization Account Click on the content block entitled “Submitting to EMMA” The next page will explain the types of issuer accounts, and the functions that can be performed under each account There will be a link to the registration and organization account setup page emma.msrb.org | 12 Setting Up an Organization Account Locate your user type and select the registration type emma.msrb.org | 13 Setting Up an Organization Account Read and accept registration guidelines emma.msrb.org | 14 Setting Up an Organization Account Enter organization information Enter user information emma.msrb.org | 15 Setting Up an Organization Account Confirm organization type Enter Federal Tax EIN Number A nine-digit number that the IRS assigns in the following format xx-xxxxxxx. It is used to identify the tax account of an employer emma.msrb.org | 16 In Case the Tax ID is a “Duplicate” Rarely, a tax ID registered by another organization will later be entered by a new applicant for an organization account. The system will flag this registration as a “duplicate” and not allow you to continue. Confirm the tax ID entered. If tax ID is correct click the “Contact” button to notify the Master Account Administrator of the registered organization. emma.msrb.org | 17 “Duplicate” Tax ID Process Confirmation that the registered organization was contacted The registered organization will receive an email emma.msrb.org | 18 Documentation is Required to Set Up the Account The Guidelines specify the documentation: emma.msrb.org | 19 Documentation Indicate how the required documentation will be forwarded to the MSRB PDF upload Mail/fax emma.msrb.org | 20 Organization Summary The organization summary outlines the information provided during the organization account set-up Update information by clicking one of the “Edit” buttons emma.msrb.org | 21 Confirmation Receive confirmation of your Organization Account set-up The “Cover Sheet” button will appear if you opted to fax/mail any documentation Print cover sheet and attach to documentation The “Account Summary” provides a record of organization account set-up details emma.msrb.org | 22 Acknowledgment Email to acknowledge receipt of Organization Account set-up request Pending MSRB ID Temporary Key Registration link emma.msrb.org | 23 Modifying Details While “Pending” Organization details can be modified before the account is authorized by the MSRB Enter the MSRB ID and temporary key found in the acknowledgement email emma.msrb.org | 24 Modifying Details While “Pending” While in pending status Organization Account Details the Master Account Administrator can be edited Contact the MSRB for additional updates emma.msrb.org | 25 Authorization of the New Account Accounts will be authorized within 5 business days based on receipt of documentation and integrity of documentation submitted After the account has been authorized by the MSRB, an email will be sent which includes • your user-id • link setup Gateway password Click on the link and follow the on-screen instructions to create your password emma.msrb.org | 26 Access Organization Account Once the password is created you can log into your account Enter your user-id and password for this account emma.msrb.org | 27 Access Organization Account Add EMMA submission rights emma.msrb.org | 28 Access Organization Account Edit the account Grant desired submission rights and save changes emma.msrb.org | 29 Access Organization Account Click on the “Market Information Systems” option Click on the “EMMA Dataport” link emma.msrb.org | 30 AGENT DESIGNATION emma.msrb.org | 31 Agent Designation Only the Master Account Administrator can manage agent designations An organization can designate an agent, or offer to act as an agent for another organization An organization can only designate rights that are inherent to its organization type Issuers can designate rights to submit voluntary financial information and voluntary primary market documents Obligated persons can designate rights to submit voluntary financial information Designations are based on submission rights An organization can remove an agent relationship at anytime emma.msrb.org | 32 Agent Designation Agent designation menu Expand Agent Relationship Management Click “Manage Agent Relationships” link emma.msrb.org | 33 Agent Designation Manage Agents • View active agent relationships • View pending designations to organizations that you are waiting to accept/decline your designation request • View pending designations from organizations that are waiting for you to accept/decline their offer to act as your agent • Send a request for an organization to act as your agent emma.msrb.org | 34 Agent Designation Manage agent relationships where your organization acts as an agent Show active relationships with organizations where you act as an agent View pending requests where you have been requested to act as an agent for another organization – you can accept/decline the designation View pending requests where have offered to act as an agent and you are waiting for the organization to accept/decline your offer Extend an offer to act as an agent for another organization emma.msrb.org | 35 Send Agent Designation Request emma.msrb.org | 36 Send Request to Act as an Agent emma.msrb.org | 37 VOLUNTARY FINANCIAL DISCLOSURE INFORMATION emma.msrb.org | 38 Voluntary Financial Disclosure Information To disclose voluntary financial information, select the “Voluntary Financial Information….” tab emma.msrb.org | 39 Voluntary Financial Disclosure Information Click the drop down menu option to select the organization making the submission The menu will include your organization and any organization(s) that designated you to make submissions on their behalf emma.msrb.org | 40 Voluntary Financial Disclosure Information Select create/update Past filings will be displayed Click “Create Submission” emma.msrb.org | 41 Voluntary Financial Disclosure Information Populate at least one field with voluntary financial disclosure information Timing of Annual Financial Filing – 120/150 days after fiscal year end URL Link for Additional Financial Information Financial Accounting Method emma.msrb.org | 42 Voluntary Financial Disclosure Information emma.msrb.org | 43 Voluntary Financial Disclosure Information emma.msrb.org | 44 Voluntary Financial Disclosure Information Click “Publish” to publish the submission to EMMA emma.msrb.org | 45 Voluntary Financial Disclosure Information View voluntary submission on EMMA 1. Search by CUSIP-9 2. Click on Continuing Disclosure Tab 3. View financial disclosure information emma.msrb.org | 46 Edit/Delete Submission Edit submission – updated submission will replace existing submission and will receive an a new submission ID Delete submission – submission will no longer appear emma.msrb.org | 47 PRIMARY MARKET SUBMISSIONS emma.msrb.org | 48 Primary Market Submissions Definitions Underwriter responsibilities Which accounts to use How to submit documents & information emma.msrb.org | 49 What Are “Primary Market Documents”? *Including 529 plan disclosure documents emma.msrb.org | 50 Responsibility of Underwriters emma.msrb.org | 51 Accounts for Continuing Disclosure Since 2009, EMMA has accepted continuing disclosure documents (audited financial statements, ratings changes, bond call notices, etc.) from issuers and obligated persons The Organization Accounts described in this webinar cannot be used to submit continuing disclosure documents. Continue to use your existing individual account for CD document submission For that, see the EMMA Dataport Manual for Continuing Disclosure Submissions on www.msrb.org emma.msrb.org | 52 SUBMITTING A PRELIMINARY OFFICIAL STATEMENT (POS) emma.msrb.org | 53 emma.msrb.org | 54 POS Submissions An issuer can submit a POS and related pre-sale documents. Along with the POS, submit as much indexing information as is known, to assist the public in searching. Minimum POS indexing information: (In this briefing, “issuer” includes an issuer’s designated agent.) emma.msrb.org | 55 POS Submissions Optional POS indexing information Maturity data = CUSIP-9, maturity date, coupon, principal amount emma.msrb.org | 56 Stages in POS Submission emma.msrb.org | 57 POS Submissions To make a POS submission, log into EMMA Dataport through MSRB Gateway emma.msrb.org emma.msrb.org| |58 2 POS Submissions To log into Gateway enter your Organization Account user ID and password emma.msrb.org emma.msrb.org| |59 2 POS Submissions Select the organization from the drop down list and then click “Create” for the applicable security type Select an issuer emma.msrb.org | 60 POS Submissions This is an example of a blank POS data entry screen emma.msrb.org | 61 POS Submissions Enter issuer name, issue description, state and POS date at a minimum “POS date” is the date of the POS. It is not Dated Date or Closing Date emma.msrb.org | 62 POS Submissions Enter at least your name and either your phone number or email address Contact information enables potential underwriters and investors to contact the issuer about the proposed issue emma.msrb.org | 63 POS Submissions Enter optional security information Use this procedure also for securities which will be identified by nine-digit CUSIP numbers but for which CUSIP numbers are not yet available. emma.msrb.org | 64 POS Submissions EMMA looks up the security attributes if it can You may enter a CUSIP number that EMMA doesn’t know yet, and may enter its attributes also You may enter attributes for a security that doesn’t yet have a CUSIP number assigned emma.msrb.org | 65 POS Submissions This is the POS data entry screen with all sections populated emma.msrb.org | 66 POS Submissions Upload the POS document emma.msrb.org | 67 POS Submissions Pre-sale documents in addition to the POS emma.msrb.org | 68 POS Submissions You must “Preview” and “Publish” the information to disclose it emma.msrb.org | 69 POS Submissions You will need the Submission ID later for updates You will also receive an email including the submission ID emma.msrb.org | 70 POS Submissions To update a submission, return to the Main Menu emma.msrb.org | 71 POS Submissions Enter submission ID of POS You may cancel your submission as part of the “Update” process. emma.msrb.org | 72 POS Submissions Submitting a Commercial Paper POS No maturity information needed for commercial paper emma.msrb.org | 73 POS Submissions Submitting a POS for a security ineligible for CUSIP numbers The procedure is essentially the same as for commercial paper Be sure to save the submission ID or email receipt to use in updating emma.msrb.org | 74 SUBMITTING AN OFFICIAL STATEMENT ON A VOLUNTARY BASIS emma.msrb.org | 75 Why Submit a Voluntary OS? Issuers can enhance their disclosures on EMMA by submitting new or corrected data and documents where errors or omissions have occurred and there is not a requirement for an underwriter to act. emma.msrb.org | 76 Official Statements and Advance Refunding Documents Mandatory dealer disclosure Underwriter must submit official statement to EMMA under MSRB Rule G-32 Voluntary issuer disclosure Provide documents not required to be submitted by an underwriter or otherwise missing from EMMA Primary offering of less than $1,000,000 Exempt offering emma.msrb.org | 77 Official Statements and Advance Refunding Documents Provide updated documents or issue information Amendments to documents after underwriting period Replace abbreviated issuer name or issue description with plain English text Advance refunding document, if any Same duties and voluntary options as with the official statement emma.msrb.org | 78 What Information Can Be Updated? An issuer or its designated agent can submit an official statement on a voluntary basis in connection with any type of security in EMMA. As noted, they can provide the plain English issuer name and issue description. In certain circumstances, the issuer may also: Revise a maturity’s principal amount and initial offering price or yield; Add a maturity’s CUSIP to the CUSIP numbers already associated with the issue, along with certain related information about the maturity; or Indicate that a maturity, previously associated with the issue, is in fact not part of the issue. emma.msrb.org | 79 529 College Savings Plan Documents Mandatory dealer disclosure Dealer primary distributor of 529 College Savings Plan A Plan Disclosure Document must be submitted to EMMA by the dealer Voluntary issuer disclosure A state issuer may market its 529 plan directly to investors without the assistance of a dealer A Plan Disclosure Document may voluntarily be submitted to EMMA, beginning May 23, by the issuer emma.msrb.org | 80 Regulated and Non-Regulated Submissions of Official Statements/ARDs Circumstances that affect what the issuer can change: If no underwriter has made an EMMA submission about the issue since June 1, 2009 – when revised Rule G-32 became effective – then the issuer can make all the updates listed on the previous slide. If any underwriter as a regulated entity has made an EMMA submission since June 1, 2009 – including an update to a preEMMA submission – then the issuer updates are restricted to adding the plain English issuer name and issue description and/or adding an OS. emma.msrb.org | 81 Making a Voluntary OS Submission Begin voluntary OS submission on submission portal emma.msrb.org | 82 Voluntary OS Submissions Identify the issue for which you are submitting Enter any CUSIP-9 for the issue. emma.msrb.org | 83 Voluntary OS Submissions Issue submitted prior to June 1, 2009 and not updated since then by a dealer emma.msrb.org | 84 Voluntary OS Submissions Issue submitted or updated by underwriter since June, 2009 You may add or update here You may change this information You may not update here. An underwriter submitted data under Rule G‐32. emma.msrb.org | 85 Voluntary OS Submissions Upload the Voluntary Official Statement No “voluntary” documents exist. emma.msrb.org | 86 Voluntary OS Submissions EMMA confirms your submission emma.msrb.org | 87 Voluntary OS Submissions Email confirms the details emma.msrb.org | 88 Other Voluntary OS Submissions Commercial paper voluntary OS submission is similar to bond OS submission ‘Update submission’ is similar to ‘create’ emma.msrb.org | 89 Other Voluntary OS Submissions Voluntary OS for ‘Ineligible for CUSIP Number’ Security For these securities, you may add an OS to any already present for the issuer, or you may create a submission for a new issuer. See manual for details. emma.msrb.org | 90 Other Voluntary OS Submissions Voluntary Disclosure Documents for 529 Plans and Other MFS These submissions are described in the 529 College Savings Plan manual. Another webinar is devoted to voluntary disclosures for 529s and other municipal fund securities. emma.msrb.org | 91 SUBMISSION OF ADVANCE REFUNDING DOCUMENTS ON A VOLUNTARY BASIS emma.msrb.org | 92 Voluntary ARD Submission To submit voluntary ARD Begin from Dataport Submission Portal. The document must be submitted before submitting data. On the “Offering” tab, enter a CUSIP number for the refunded issue. Enter a CUSIP number for the refunding issue, or select “I choose not to provide refunding CUSIPS.” emma.msrb.org | 93 Voluntary ARD Submission Email confirms the details emma.msrb.org | 94 Voluntary ARD Submission You may add securities / CUSIPs emma.msrb.org | 95 Dataport Manual for Voluntary Submissions Location: www.msrb.org – Publications – User Manuals emma.msrb.org | 96 Questions & Answers MSRB will send you an email link to the slides in this Webinar The manual will be on www.msrb.org in the publications area by May 23rd Please email your questions to emmaonline@msrb.org emma.msrb.org | 97
